POWER OF ATTORNEY

The undersigned, a Director and/or Officer of TRO Learning, Inc., a Delaware
corporation (the "Company"), does hereby constitute and appoint William R.
Roach, John Murray and Mary Jo Murphy, his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute in the name and on behalf of the undersigned as such Director and/or
Officer, the Company's Annual Report on Form 10-K and related amendments, if
any.  The undersigned hereby grants unto such attorneys and agents, and each of
them, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that such attorneys and agents may do or cause to be
done by virtue of these presents.

Dated this 22nd day of January, 1999



/s/ William R. Roach
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                              POWER OF ATTORNEY

The undersigned, a Director and/or Officer of TRO Learning, Inc., a Delaware
corporation (the "Company"), does hereby constitute and appoint William R.
Roach, John Murray and Mary Jo Murphy, his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute in the name and on behalf of the undersigned as such Director and/or
Officer, the Company's Annual Report on Form 10-K and related amendments, if
any.  The undersigned hereby grants unto such attorneys and agents, and each of
them, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that such attorneys and agents may do or cause to be
done by virtue of these presents.

Dated this 22nd day of January, 1999



/s/ Tony Christianson
- ----------------------------------



                              POWER OF ATTORNEY

The undersigned, a Director and/or Officer of TRO Learning, Inc., a Delaware
corporation (the "Company"), does hereby constitute and appoint William R.
Roach, John Murray and Mary Jo Murphy, his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute in the name and on behalf of the undersigned as such Director and/or
Officer, the Company's Annual Report on Form 10-K and related amendments, if
any.  The undersigned hereby grants unto such attorneys and agents, and each of
them, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that such attorneys and agents may do or cause to be
done by virtue of these presents.

Dated this 22nd day of January, 1999



/s/ John L. Krakauer
- ----------------------------------



                              POWER OF ATTORNEY

The undersigned, a Director and/or Officer of TRO Learning, Inc., a Delaware
corporation (the "Company"), does hereby constitute and appoint William R.
Roach, John Murray and Mary Jo Murphy, his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute in the name and on behalf of the undersigned as such Director and/or
Officer, the Company's Annual Report on Form 10-K and related amendments, if
any.  The undersigned hereby grants unto such attorneys and agents, and each of
them, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that such attorneys and agents may do or cause to be
done by virtue of these presents.

Dated this 22nd day of January, 1999



/s/ Vernon B. Lewis, Jr.
- ----------------------------------



                              POWER OF ATTORNEY

The undersigned, a Director and/or Officer of TRO Learning, Inc., a Delaware
corporation (the "Company"), does hereby constitute and appoint William R.
Roach, John Murray and Mary Jo Murphy, his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute in the name and on behalf of the undersigned as such Director and/or
Officer, the Company's Annual Report on Form 10-K and related amendments, if
any.  The undersigned hereby grants unto such attorneys and agents, and each of
them, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that such attorneys and agents may do or cause to be
done by virtue of these presents.

Dated this 22nd day of January, 1999



/s/ John Patience
- ----------------------------------



                              POWER OF ATTORNEY

The undersigned, a Director and/or Officer of TRO Learning, Inc., a Delaware
corporation (the "Company"), does hereby constitute and appoint William R.
Roach, John Murray and Mary Jo Murphy, his or her true and lawful attorneys and
agents, each with full power and authority (acting alone and without the other)
to execute in the name and on behalf of the undersigned as such Director and/or
Officer, the Company's Annual Report on Form 10-K and related amendments, if
any.  The undersigned hereby grants unto such attorneys and agents, and each of
them, full power of substitution and revocation in the premises and hereby
ratifies and confirms all that such attorneys and agents may do or cause to be
done by virtue of these presents.

Dated this 22nd day of January, 1999



/s/ Jack R. Borsting
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